TERMS AND CONDITIONS OF
COUNTY FIRE PROTECTION, INC.

Supply of Products and Services. County Fire Protection, Inc. (“County Fire Protection”), agrees to sell to Customer, and Customer agrees to purchase from County Fire Protection, those products and services which are more fully described on the Proposal submitted from time to time by County Fire Protection to Customer, and executed by Customer, or otherwise acknowledged as accepted in writing by Customer (hereinafter the “Proposal”). The Proposal shall contain the scope of services or products to be provided by County Fire Protection to Customer, as well as the prices and payment terms for the products and services.

Delivery. Unless otherwise agreed upon by the parties in writing, County Fire Protection shall provide the services or deliver the products to Customer in accordance with the delivery date and delivery terms on the Proposal.

Acceptance. Acceptance of products and services shall occur upon receipt and inspection of the products and services by Customer, which shall be no later than five (5) days after receipt of the products and services by Customer, at which time the inspection and acceptance will be deemed to have occurred. Customer will have no right to make a claim against County Fire Protection after the expiration of said five (5) day period. If Customer’s inspection or tests disclose that the products and services are not in conformity with the specifications set forth on the Proposal, Customer shall immediately notify County Fire Protection in writing of any defect with said five (5) day period. County Fire Protection will investigate and examine the alleged defect after receipt of notice from Customer. To the extent County Fire Protection agrees that there is a defect, County Fire Protection’s sole obligation shall be to repair or replace the products or services in accordance with the terms herein and with respect to products to provide transportation and sufficient insurance to fully protect the return products in transit back to Customer’s facility, and there shall be no further obligation of County Fire Protection with respect to the products or services.

Default. In the event that Customer fails to pay any amount due to County Fire Protection, or otherwise breaches any obligation or covenant contained to County Fire Protection, County Fire Protection may, in its discretion, in addition to all other remedies to which County Fire Protection may be entitled without affecting an election of remedies, cancel or terminate all obligations to Customer upon notice to Customer, or suspend performance by County Fire Protection until Customer pays for such charges or amounts. Furthermore, in the event of a cancellation or termination by County Fire Protection, County Fire Protection shall be entitled to any and all damages under the Uniform Commercial Code, including, without limitation, lost profits, and all other expenses and losses incurred by County Fire Protection.

Cancellation. Orders of products or services are not subject to cancellation or hold-up on delivery except with County Fire Protection’s written consent, and only upon such terms that will compensate County Fire Protection for its loss from such cancellation or hold-up on delivery. In addition, County Fire Protection shall retain any down payments.

Changes. No changes in the products or services shall be made unless evidenced by a written agreement signed by both parties hereto. Except for such written agreement, no oral, verbal, or written modifications, including subsequent purchase orders or change orders, shall bind either party hereto.

Taxes. Prices on the products or services are exclusive of all city, state and federal excise taxes including, without limitation, taxes on manufacture, sales, receipts, gross income, occupation, use and similar taxes, and exclusive of any duties, tariffs, import fees, or any other fees associated with imports and exports. Wherever applicable, any such items will be added to the invoice as a separate charge to be paid by the Customer. Out-of-state customers receiving products or services must pay state and local taxes where applicable.

No Warranty. COUNTY FIRE PROTECTION IS PROVIDING NO WARRANTY ON ITS SERVICES OR PRODUCTS TO CUSTOMER WHATSOEVER. COUNTY FIRE PROTECTION IS MAKING NO WARRANTIES OR REPRESENTATIONS, GUARANTEES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE IN CONNECTION WITH THE PROVISION OF THE PRODUCTS OR SERVICES. Notwithstanding the above, County Fire Protection will make available to the Customer, when available from the manufacturer, any warranty issued by the manufacturer with respect to the products.

Limitation Of Liability. IN NO EVENT SHALL COUNTY FIRE PROTECTION BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHATSOEVER, ARISING OUT OF THE BREACH OF ANY PROVISION OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, LOSS OF BUSINESS OR PROFITS, EVEN IF COUNTY FIRE PROTECTION IS ADVISED, OR SHOULD HAVE KNOWN, THE POSSIBILITY OF SUCH DAMAGE OR LOSS. THE LIABILITY OF COUNTY FIRE PROTECTION, WHETHER IN CONTRACT, TORT, UNDER ANY WARRANTY, OR OTHERWISE FOR ANY CLAIM OR DAMAGES SHALL IN NO EVENT EXCEED THE AMOUNT CUSTOMER HAS PAID TO COUNTY FIRE PROTECTION FOR THE PRODUCT OR SERVICES SUBJECT TO THE CLAIM. THE REMEDIES OF CUSTOMER SET FORTH HEREIN ARE EXCLUSIVE AND ARE ALL IN LIEU OF ALL OTHER REMEDIES.

Disclaimer. County Fire Protection shall not be responsible for any damage or injury resulting to or caused by any products or services for any reason, including without limitation, by reason of installation by Customer, improper storage, unauthorized service, alteration of the products or services, neglect or abuse or the use of the products or services in a manner inconsistent with its design. County Fire Protection shall not be liable for any delays or losses caused by County Fire Protection’s error, unless such delays and losses are caused by willful misconduct of County Fire Protection. The Customer acknowledges and agrees that if the Customer identifies designs, plans, specifications, or specific applications for the use of County Fire Protection’s products or services, the parties agree that Customer is exclusively responsible for all such items, and County Fire Protection shall not be responsible for any such items. The parties further agree that County Fire Protection shall not be responsible for any products or services which have been modified or integrated with other products or services not designed or selected by County Fire Protection. County Fire Protection shall not be responsible for any changes to the equipment of the Customer which may occur after the date of inspection. Furthermore, County Fire Protection shall not be responsible for any failures or defects arising from the Customer’s facility, system, or design thereof, from any act or omission of any employee, representative, agent, contractor of Customer, or from any changes or interruptions in utility services which may affect the operation or use of the Customer’s equipment, including electricity, gas, or the flow of water.

Termination. Notwithstanding any termination rights otherwise contained herein, a Proposal may be terminated immediately upon the occurrence of any of the following: (a) in the event County Fire Protection provides Customer with ten (10) days prior written notice of its intent to terminate; (b) in the event that either party ceases as a going concern, becomes subject to or a party of any bankruptcy proceeding, enters into receivership, assigns any of its assets for the benefit of creditors, is unable to meet its liabilities as they become due, or ceases to exist as a corporation under the laws of its home state; (c) in the event Customer breaches any material obligation or covenant contained in these Terms and Conditions, or any agreement with County Fire Protection, County Fire Protection may, in its discretion, in addition to other remedies to which it may be entitled without effecting an election of remedies, cancel or terminate immediately upon notice to the Customer, or suspend performance by County Fire Protection until Customer performs such obligation or covenant.

Effect of Termination. Upon a termination by County Fire, Customer shall make payment on or before the termination date for any products and services set forth in a Proposal submitted to Customer prior to the date of termination. Furthermore, in the event Customer terminates, Customer shall make payment to County Fire Protection for the cost of any raw materials or supplies acquired by County Fire Protection to satisfy Proposals for products and services incurred by County Fire Protection prior to termination.

Indemnification By Customer. Customer covenants and agrees at all times to defend, hold harmless, and indemnify County Fire Protection, its directors, shareholders, officers, employees, representatives, agents, successors, and assigns from and against any and all claims, actions, lawsuits, judgments, losses, damages, liabilities, costs, and expenses, including attorney’s fees, related expenses and any amounts paid in the defense or settlement, arising out of or in connection with any act or omission of Customer or any of its agents, employees, representatives, successors and assigns, the use of the products and services by Customer, or any other party, or as a result of Customer's breach of these Terms and Conditions. Customer further agrees to take upon itself the settlement of such claims in the defense of any suit, suits, or legal proceedings of any kind brought to enforce such claim or claims, and to pay all judgments entered in such suit, suits, or legal proceedings, and all costs of attorney's fees or other expenses. Customer agrees that in any instance where such claims in any way affect County Fire Protection’s interest hereunder or otherwise, Customer shall not consummate any settlement without County Fire Protection’s prior written consent. Customer covenants of indemnity herein shall continue in full force and effect notwithstanding any termination or expiration.

Confidentiality. The Customer acknowledges that County Fire Protection possesses certain confidential or proprietary information of County Fire Protection, including, without limitation, designs, data, ideas, drawings, specifications, trade secrets, formula, technical experience, financial data, financial information, and other valuable, confidential and proprietary information regarding the products and services of County Fire Protection, which may be disclosed to Customer or for which Customer may have access (hereafter “Confidential Information”). At all times thereafter, Customer agrees not to disclose to any person, firm, or entity any Confidential Information. Furthermore, County Fire Protection retains exclusive ownership of all of its Confidential Information, and Customer obtains no license or other rights thereto. County Fire Protection shall also have exclusive rights to any improvements, modifications, or variations of its products or services, including, without limitation, any and all patent, copyright, trademark, trade name, or other intellectual property rights, and County Fire Protection shall not disassemble or reverse engineer the products or any Confidential Information. The Customer hereby agrees that if Customer breaches this section, County Fire Protection shall incur irreparable injury and harm and money damages would be an insufficient remedy, and as such, and in addition to all other remedies, County Fire Protection shall be entitled to seek injunctive relief restraining Customer from further breach of this section.

Modification; Waiver. No modification or waiver of any of these terms or conditions shall be effective without a writing signed by both parties.

Force Majeure. The parties hereto shall not be responsible for any failure or delay in performance of any obligations hereunder caused by order or requisition of the Government of the United States, or any state or territory thereof, or any government sub-division thereof, or any government or war activity or embargoes, fire, riots, epidemics, floods, accidents, strikes, restraining orders, decrees of any court, or acts of God which shall interfere with or hinder the production of transportation of the products and services herein described. Upon the occurrence of any such event, the party shall promptly notify the other party in writing of the nature and extent of any such condition.

Notices. All notices and requests in connection herewith shall be given or made upon the respective parties in writing and shall be deemed as given as of the day it is deposited in the U.S. mail, postage pre-paid, certified or registered, return receipt requested, or with a reputable overnight carrier such as Federal Express or United Parcel Service, and addressed to the parties at their respective addresses, or such other address as the party who received the notice or request so designates by written notice to the other.

Relationship of Parties. County Fire Protection and Customer are independent contracting parties and nothing herein shall make either party the agent or legal representative of the other for any purpose whatsoever, nor does it grant either party the authority to assume or create any obligation on behalf or in the name of the other. Furthermore, the parties shall remain separate and independent contracting parties and nothing herein shall make either party subject to a joint venture agreement or other mutual arrangement between the parties.

Entire Agreement. Each party acknowledges that these Terms and Conditions and the documents incorporated by reference herein constitutes the complete and exclusive statement of the agreement between the parties, which supersedes and merges all prior proposals, understandings, and all other agreements, oral and written, between the parties relating to the subject matter hereof.

Acknowledgment. The parties acknowledge that they shall be governed by the Terms and Conditions contained herein with regard to the products and services, and these Terms and Conditions shall supersede any terms in any purchase orders or otherwise submitted by Customer. Furthermore, all terms and conditions proposed by Customer which are different from or in addition to these Terms and Conditions are unacceptable to County Fire Protection, and expressly rejected by County Fire Protection, shall not become a part of agreement between the parties. If there is any conflict between any terms proposed by Customer and these Terms and Conditions, these Terms and Conditions shall control.

Choice Of Law; Venue. These Terms and Conditions and performance hereunder shall be governed by and construed in accordance with the laws of the State of Ohio. In the event any dispute, controversy, or claim arises out of these Terms and Conditions, any and all proceedings relating to the subject matter hereof shall be maintained in the local courts of Portage County, Ohio, or the federal district court with jurisdiction over said County, which court shall have exclusive jurisdiction for such purpose.

Attorney’s Fees. If either party hereto breaches any of the material terms hereof, which shall include without limitation, the breaching party shall pay to the nonbreaching party any costs and expenses, including attorney’s fees incurred by the nonbreaching party in enforcing the terms herein.

Assignment/Subcontract. Customer shall not assign or subcontract any of its rights or obligations hereunder without the prior written consent of County Fire Protection. Customer acknowledges that County Fire Protection may assign or subcontract its rights and duties hereunder.

Survival. All provisions herein shall survive termination.

Severability. In the event that any provision herein is invalid or unenforceable under any applicable laws, orders, and/or regulations, these Terms and Conditions shall be considered divisible as to such provision, which shall be considered inoperative, but the remainder of these Terms and Conditions shall be valid and binding as though such provision were not included therein, and the parties shall engage in bona fide negotiations to amend these Terms and Conditions to comply with the requirements of applicable laws, orders, and/or regulations.

Section Headings. Section headings have been inserted herein for convenience of reference only. If there is any conflict between such headings and the text herein, the text shall control.

Remedies. The rights and remedies reserved to either party herein shall be cumulative, and additional to all other or further remedies provided in law or equity.